| REGISTERED NUMBER: 09060429 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTOR AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| FOR |
| OPTIMA CARE HOLDINGS LIMITED |
| REGISTERED NUMBER: 09060429 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTOR AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| FOR |
| OPTIMA CARE HOLDINGS LIMITED |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Director | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| OPTIMA CARE HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MAY 2025 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants & |
| Statutory Auditors |
| Ground Floor |
| Egerton House |
| 68 Baker Street |
| Weybridge |
| Surrey |
| KT13 8AL |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| INTRODUCTION |
| The director presents his strategic report for the year ended 31 May 2025. |
| The purpose of the strategic report is to inform shareholders and help them assess how the directors have performed their duties to promote the success of the group. The report, together with the further information in the report of the director, provides: |
| A fair and balanced review of the group's business including; |
| - the development and performance of the group's business during the financial year; and |
| - the position of the group at the end of the year. |
| A description of the principal risks and uncertainties facing the company. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The board considers the primary risk to be associated with continued funding pressures from the commissioning authorities, specifically local authorities who are under the greatest budgetary constraints. However, the board are confident of the groups reputation and market position to take advantage of increasing market demand for its services in specialist service areas. |
| Overall, the organisation continues to trade as expected through service reconfigurations as well as difficult economic environments. |
| The board remains optimistic that the organisation provides key service offerings in intellectual disability and mental health services to both health and social care commissioners, continuing to meet demand.Management use a range of performance measures to monitor and manage the business. |
| DEVELOPMENT AND FINANCIAL PERFORMANCE DURING THE PERIOD |
| The results for the year which are set out in the consolidated profit and loss account, show a profit before tax of £397,584 compared to a loss before tax of £1,210,095 for 2024. This shows a credible turnaround of £1,607,679 compared to 2024. The management team and all colleagues involved have done an exceptional job in challenging trading conditions. |
| THE FINANCIAL POSITION OF THE GROUP AT THE PERIOD END |
| At the year end the group had a post-tax profit for the year of £397,584 (2024: post-tax loss £1,210,095) and decrease in the deficit on shareholders' funds from £1,831,024 to £1,421,818. |
| The group generated a cash surplus from operations of £91,466 (2024: deficit of £323,622) and invested £236,839 (2024: £57,937) in fixed assets. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| Given the nature of the business the directors are of the opinion that a detailed analysis using KPI's is not necessary for the understanding of the development, performance or position of the business. |
| The key financial highlights are as follows: |
| 31.5.2025 | 31.5.2024 |
| Turnover | £7,900,981 | £5,972,023 |
| Gross profit margin | 26.74% | 19.50% |
| EBITDA | £1,360,931 | £163,182 |
| Profit/(Loss) before tax | £397,584 | (£1,210,095 | ) |
| Shareholders' deficit | (£1,421,818 | ) | (£1,831,024 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| FINANCIAL INSTRUMENTS |
| Financial instruments comprise cash and working capital, i.e. the trade debtors and trade creditors that arise during the course of the day to day business. This can result in a liquidity risk. The liquidity risk is controlled by maintaining a healthy balance between the debtors and creditors. The debtors risk is controlled through a stringent credit control policy and regular monitoring of any outstanding amounts for both time and credit limits. |
| Trade creditor liquidity risks are managed by ensuring that sufficient funds are available to meet amounts as |
| and when they fall due and in accordance with payment terms agreed. The group has banking facilities in place with Coutts & Company and operates within its facility limits. |
| ON BEHALF OF THE BOARD: |
| 21 September 2026 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 MAY 2025 |
| The director presents his report with the financial statements of the company and the group for the year ended 31 May 2025. |
| PRINCIPAL ACTIVITY |
| The group's principal activity during the year continues to be that of a provider of specialist healthcare supporting people with complex needs who have an intellectual disability and or enduring mental health conditions in residential and community homes. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 May 2025. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| DISCLOSURE IN THE STRATEGIC REPORT |
| As permitted by paragraph 1A of schedule 7 to the large and medium-sized companies and groups (Accounts and Reports) regulations 2008, certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report. These matters relate to financial instruments. |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 MAY 2025 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| OPTIMA CARE HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of Optima Care Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 2025 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| As per note 26 to the financial statements, the group's only subsidiary company has been disposed post year-end. As a consequence the company has no investments or liabilities and will remain dormant. |
| Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| OPTIMA CARE HOLDINGS LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| OPTIMA CARE HOLDINGS LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
| Based on our understanding and accumulated knowledge of the company and the sector in which it operates we considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the company accounting policies, UK accounting standards and UK Companies Act 2006. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work. |
| We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition associated with period-end cut-off. Our audit procedures included, but were not limited to: |
| - Agreement of the financial statements to underlying supporting documentation; |
| - Challenging assumptions and judgements made by management in their significant accounting estimates; |
| - Revenue period-end cut-off procedures; |
| - Identifying and testing journal entries; |
| - Discussions with management, including consideration of known or suspected instances of non-compliance with |
| laws and regulations and fraud; and |
| - Obtaining an understanding of the control environment in monitoring compliance with laws and regulations. |
| Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. |
| There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| OPTIMA CARE HOLDINGS LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Certified Accountants & |
| Statutory Auditors |
| Ground Floor |
| Egerton House |
| 68 Baker Street |
| Weybridge |
| Surrey |
| KT13 8AL |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| Notes | £ | £ |
| TURNOVER | 4 | 7,900,981 | 5,972,023 |
| Cost of sales | 5,788,046 | 4,807,620 |
| GROSS PROFIT | 2,112,935 | 1,164,403 |
| Administrative expenses | 1,181,023 | 1,784,680 |
| 931,912 | (620,277 | ) |
| Other operating income | 134,337 | 117,562 |
| OPERATING PROFIT/(LOSS) | 6 | 1,066,249 | (502,715 | ) |
| Interest receivable and similar income | 7 | 1,658 | 2,291 |
| 1,067,907 | (500,424 | ) |
| Interest payable and similar expenses | 8 | 670,323 | 709,671 |
| PROFIT/(LOSS) BEFORE TAXATION | 397,584 | (1,210,095 | ) |
| Tax on profit/(loss) | 9 | (11,622 | ) | (3,509 | ) |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Profit/(loss) attributable to: |
| Owners of the parent | 409,206 | (1,206,586 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| Notes | £ | £ |
| PROFIT/(LOSS) FOR THE YEAR | 409,206 | (1,206,586 | ) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
409,206 |
(1,206,586 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | 409,206 | (1,206,586 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONSOLIDATED BALANCE SHEET |
| 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | - | - |
| Tangible assets | 12 | 7,334,112 | 7,400,192 |
| Investments | 13 | 1 | 1 |
| 7,334,113 | 7,400,193 |
| CURRENT ASSETS |
| Debtors | 14 | 970,599 | 532,338 |
| Cash at bank and in hand | 471,575 | 380,109 |
| 1,442,174 | 912,447 |
| CREDITORS |
| Amounts falling due within one year | 15 | 1,820,291 | 1,554,228 |
| NET CURRENT LIABILITIES | (378,117 | ) | (641,781 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,955,996 |
6,758,412 |
| CREDITORS |
| Amounts falling due after more than one year |
16 |
(8,358,606 |
) |
(8,558,606 |
) |
| PROVISIONS FOR LIABILITIES | 20 | (19,208 | ) | (30,830 | ) |
| NET LIABILITIES | (1,421,818 | ) | (1,831,024 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 1,000 | 1,000 |
| Retained earnings | 22 | (1,422,818 | ) | (1,832,024 | ) |
| SHAREHOLDERS' FUNDS | (1,421,818 | ) | (1,831,024 | ) |
| The financial statements were approved by the director and authorised for issue on 21 September 2026 and were signed by: |
| E M Coombes - Director |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| COMPANY BALANCE SHEET |
| 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - | - |
| The financial statements were approved by the director and authorised for issue on |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MAY 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 June 2023 | 1,000 | (625,438 | ) | (624,438 | ) |
| Changes in equity |
| Total comprehensive income | - | (1,206,586 | ) | (1,206,586 | ) |
| Balance at 31 May 2024 | 1,000 | (1,832,024 | ) | (1,831,024 | ) |
| Changes in equity |
| Total comprehensive income | - | 409,206 | 409,206 |
| Balance at 31 May 2025 | 1,000 | (1,422,818 | ) | (1,421,818 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MAY 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 June 2023 |
| Changes in equity |
| Balance at 31 May 2024 |
| Changes in equity |
| Balance at 31 May 2025 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,036,670 | 437,355 |
| Interest paid | (670,323 | ) | (709,671 | ) |
| Net cash from operating activities | 366,347 | (272,316 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (236,839 | ) | (57,937 | ) |
| Sale of tangible fixed assets | 300 | 278,981 |
| Interest received | 1,658 | 2,291 |
| Net cash from investing activities | (234,881 | ) | 223,335 |
| Cash flows from financing activities |
| Loan repayments in year | (50,000 | ) | (274,641 | ) |
| Amount introduced by directors | 10,000 | - |
| Net cash from financing activities | (40,000 | ) | (274,641 | ) |
| Increase/(decrease) in cash and cash equivalents | 91,466 | (323,622 | ) |
| Cash and cash equivalents at beginning of year |
2 |
380,109 |
703,731 |
| Cash and cash equivalents at end of year |
2 |
471,575 |
380,109 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Profit/(loss) before taxation | 397,584 | (1,210,095 | ) |
| Depreciation charges | 293,024 | 663,606 |
| Loss/(profit) on disposal of fixed assets | 9,595 | (134,203 | ) |
| Finance costs | 670,323 | 709,671 |
| Finance income | (1,658 | ) | (2,291 | ) |
| 1,368,868 | 26,688 |
| (Increase)/decrease in trade and other debtors | (438,261 | ) | 388,098 |
| Increase in trade and other creditors | 106,063 | 22,569 |
| Cash generated from operations | 1,036,670 | 437,355 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 May 2025 |
| 31.5.25 | 1.6.24 |
| £ | £ |
| Cash and cash equivalents | 471,575 | 380,109 |
| Year ended 31 May 2024 |
| 31.5.24 | 1.6.23 |
| £ | £ |
| Cash and cash equivalents | 380,109 | 703,731 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.6.24 | Cash flow | At 31.5.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 380,109 | 91,466 | 471,575 |
| 380,109 | 91,466 | 471,575 |
| Debt |
| Debts falling due within 1 year | (50,000 | ) | (150,000 | ) | (200,000 | ) |
| Debts falling due after 1 year | (8,558,606 | ) | 200,000 | (8,358,606 | ) |
| (8,608,606 | ) | 50,000 | (8,558,606 | ) |
| Total | (8,228,497 | ) | 141,466 | (8,087,031 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 1. | STATUTORY INFORMATION |
| Optima Care Holdings Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These consolidated financial statements have been prepared in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
| The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies |
| The following principal accounting policies have been applied: |
| Basis of consolidation |
| The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. |
| In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. |
| Turnover |
| Turnover relates to services providing residential care activities for the elderly and disabled. It is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is recognised in line with the services rendered during the period and the contractual agreement between the group and the client. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives or, if held under a finance lease, over the lease term, whichever is the shorter. |
| Depreciation is provided on the following basis: |
| Freehold property | - 2% on cost |
| Plant and machinery | - 25% on cost |
| Motor vehicles | - 25% on cost |
| Fixtures & fittings | - 25% on cost |
| The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant changes since the last reporting date |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the consolidated profit and loss account. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Sections 11 of FRS 102 in respect of financial instruments. |
| (i) Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Such assets are subsequently carried at amortised cost using the effective interest method. |
| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the consolidated profit and loss account. |
| If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the consolidated profit and loss account. |
| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. |
| Such assets are subsequently carried at fair value and the changes in fair value are recognised the profit and loss account, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| (ii) Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans, loans from other group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Current and deferred taxation |
| The tax expense for the year compromises current and deferred tax. Tax is recognised in the profit and loss account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. |
| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: |
| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits: and |
| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Operating leases: the company as lesse |
| Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term. |
| Benefits received ad receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit form the use of the leased asset |
| Pension costs |
| The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. |
| The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds. |
| Fixed asset investments |
| Fixed asset investments are held at cost less accumulated impairment losses. |
| Going concern |
| These financial statements have been prepared on a going concern basis. |
| Post year end the company disposed of its investment in Optima Care Limited. The company remains solvent and is dormant. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations, of future events that are believed to be reasonable under the circumstances. |
| (a) Critical judgements in applying the group's accounting policies |
| The group makes a number of assessments which require judgement in preparing the accounts and can have a significant effect upon the financial statements. However due to the straight forward nature of the group's business, management does not believe that there are any judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
| (b) Key accounting estimates and assumptions |
| The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
| i. Useful economic lives of tangible assets |
| The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
| ii. Impairment of tangible assets |
| Annually, the group considers whether tangible assets are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the future cash flows from the assets along with selection of appropriate discount rates to calculate the net present value of those cash flows. |
| 4. | TURNOVER |
| The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Turnover | 7,900,981 | 5,972,023 |
| 7,900,981 | 5,972,023 |
| The group's principal turnover is materially of one class only being the specialist healthcare for intellectual disabilities in residential and community homes and the group has supplied only one market being the United Kingdom. |
| 5. | EMPLOYEES AND DIRECTORS |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Wages and salaries | 5,166,507 | 3,058,507 |
| Social security costs | 415,059 | 238,188 |
| Other pension costs | 89,210 | 71,329 |
| 5,670,776 | 3,368,024 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.5.25 | 31.5.24 |
| Care and Domestic | 166 | 110 |
| Administration | 16 | 14 |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Directors' remuneration | - | 150,916 |
| Directors' pension contributions to money purchase schemes | 9,000 | 12,000 |
| 6. | OPERATING PROFIT/(LOSS) |
| The operating profit (2024 - operating loss) is stated after charging/(crediting): |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Hire of plant and machinery | 18,931 | 19,804 |
| Other operating leases | 40,838 | 99,255 |
| Depreciation - owned assets | 293,024 | 291,571 |
| Loss/(profit) on disposal of fixed assets | 9,595 | (134,203 | ) |
| Goodwill amortisation | - | 372,034 |
| Auditors' remuneration | 15,000 | 21,120 |
| 7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Deposit account interest | 1,658 | 2,291 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Bank loan interest | 657,706 | 706,890 |
| Other interest paid | 12,617 | 2,781 |
| 670,323 | 709,671 |
| 9. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the profit for the year was as follows: |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Deferred tax | (11,622 | ) | (3,509 | ) |
| Tax on profit/(loss) | (11,622 | ) | (3,509 | ) |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 9. | TAXATION - continued |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Profit/(loss) before tax | 397,584 | (1,210,095 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
99,396 |
(302,524 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | - | 5,228 |
| Income not taxable for tax purposes | - | (69,117 | ) |
| Depreciation in excess of capital allowances | - | 150,235 |
| Utilisation of tax losses | (99,396 | ) | 26,577 |
| Deferred tax movement | (11,622 | ) | (3,509 | ) |
| Carry forward tax losses | - | 189,601 |
| Total tax credit | (11,622 | ) | (3,509 | ) |
| 10. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 June 2024 |
| and 31 May 2025 | 5,406,131 |
| AMORTISATION |
| At 1 June 2024 |
| and 31 May 2025 | 5,406,131 |
| NET BOOK VALUE |
| At 31 May 2025 | - |
| At 31 May 2024 | - |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Freehold | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 June 2024 | 9,847,158 | 347,529 | 1,835,086 | 248,099 | 12,277,872 |
| Additions | - | 24,139 | 202,210 | 10,490 | 236,839 |
| Disposals | (15,000 | ) | - | - | (6,015 | ) | (21,015 | ) |
| At 31 May 2025 | 9,832,158 | 371,668 | 2,037,296 | 252,574 | 12,493,696 |
| DEPRECIATION |
| At 1 June 2024 | 2,610,157 | 325,249 | 1,715,910 | 226,364 | 4,877,680 |
| Charge for year | 197,111 | 15,963 | 68,077 | 11,873 | 293,024 |
| Eliminated on disposal | (5,105 | ) | - | - | (6,015 | ) | (11,120 | ) |
| At 31 May 2025 | 2,802,163 | 341,212 | 1,783,987 | 232,222 | 5,159,584 |
| NET BOOK VALUE |
| At 31 May 2025 | 7,029,995 | 30,456 | 253,309 | 20,352 | 7,334,112 |
| At 31 May 2024 | 7,237,001 | 22,280 | 119,176 | 21,735 | 7,400,192 |
| The directors last undertook an independent professional valuation in 2022. The directors are of the opinion that although market conditions have changed since 2022 the underlying investment value (based on a 1 month marketing period with unconditional sale) has not materially changed and that the market value of the freehold properties remains significantly higher than the net book value of the properties. |
| 13. | FIXED ASSET INVESTMENTS |
| Group |
| Unlisted |
| investments |
| £ |
| COST |
| At 1 June 2024 |
| and 31 May 2025 | 1 |
| NET BOOK VALUE |
| At 31 May 2025 | 1 |
| At 31 May 2024 | 1 |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 June 2024 |
| and 31 May 2025 |
| NET BOOK VALUE |
| At 31 May 2025 |
| At 31 May 2024 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 13. | FIXED ASSET INVESTMENTS - continued |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Upper Floor, Block A Marvan Court, 1 Waldegrave Road, Teddington, TW11 8LZ |
| Nature of business: |
| % |
| Class of shares: | holding |
| The consolidated financial statements include the results of all subsidiaries. |
| The investment was disposed of post year-end for £100. |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| £ | £ | £ | £ |
| Trade debtors | 831,938 | 291,573 |
| Other debtors | 39,671 | 147,069 |
| Prepayments and accrued income | 98,990 | 93,696 |
| 970,599 | 532,338 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Bank loans and overdrafts (see note 17) | 200,000 | 50,000 |
| Trade creditors | 258,418 | 431,448 |
| Social security and other taxes | 114,348 | 145,658 |
| Other creditors | 690,516 | 330,885 |
| Directors' current accounts | 55,652 | 45,652 |
| Accrued expenses | 501,357 | 550,585 |
| 1,820,291 | 1,554,228 |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Bank loans (see note 17) | 8,358,606 | 8,558,606 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 200,000 | 50,000 |
| Amounts falling due between one and two | years: |
| Bank loans | 8,358,606 | 8,558,606 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Within one year | - | 11,664 |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Bank loans | 8,558,606 | 8,608,606 |
| The loan facilities from Coutts & Company were secured by a debenture over all the assets of the company, including first and legal charges over the freehold properties and personal guarantees by the directors. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Deferred tax | 19,208 | 30,830 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 June 2024 | 30,830 |
| Movement in the year | (11,622 | ) |
| Balance at 31 May 2025 | 19,208 |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.5.25 | 31.5.24 |
| value: | £ | £ |
| Ordinary | 1.00 | 1,000 | 1,000 |
| 22. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 June 2024 | (1,832,024 | ) |
| Profit for the year | 409,206 |
| At 31 May 2025 | (1,422,818 | ) |
| Company |
| Retained |
| earnings |
| £ |
| Profit for the year |
| At 31 May 2025 |
| Profit and loss account |
| This represents accumulated profits and losses from all current and prior periods less dividends paid. |
| 23. | PENSION COMMITMENTS |
| The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £88,020 (2024: £71,329). |
| Contributions totalling £68,065 (2024: £42,393) were payable to the fund at the balance sheet date and are included in creditors. |
| 24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 31 May 2025 and 31 May 2024: |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Director |
| Balance outstanding at start of year | (45,652 | ) | (45,652 | ) |
| Amounts repaid | (10,000 | ) | - |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | (55,652 | ) | (45,652 | ) |
| The loan from the director is interest free and repayable on demand. |
| OPTIMA CARE HOLDINGS LIMITED (REGISTERED NUMBER: 09060429) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 25. | RELATED PARTY DISCLOSURES |
| The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| No compensation was paid to key management personnel during the year. |
| The above includes all remuneration including the cash equivalent of benefits received, pension payments made and employer national insurance contributions paid on key management personnel salaries during the year. |
| Other related parties |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Amount due from related party | 38,771 | 141,294 |
| Amount due to related party | 15,272 | 6,613 |
| 26. | POST BALANCE SHEET EVENTS |
| On 4 March 2026 the company disposed of its 100% shareholding in Optima Care Limited for £100, to Centras Group Limited. |
| 27. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Mr E Coombes. |